Wiedenfels Gunnar 4

What Happened Gunnar Wiedenfels, CFO of Warner Bros. Discovery (WBD), reported two awards (code A) on 2/24/2026 totaling 709,866 performance-based restricted stock units (PRSUs). The Form 4 shows acquisitions of 254,802 shares and 455,064 shares at $0.00 (typical reporting for vested awards—no cash paid). These shares were earned based on WBD performance metrics: the 3/1/2023 PRSU grant was adjusted by a TSR modifier to 199.5% of target (incremental 254,802 shares), and the 3/1/2024 PRSU grant was earned at 200% of target (455,064 shares).

Key Details

• Transaction date(s): 2026-02-24; Form 4 filed 2026-02-26 (timely within the 2-business-day window).
• Reported acquisitions: 254,802 shares @ $0.00 and 455,064 shares @ $0.00 (total 709,866 shares).
• Why earned: 3/1/2023 grant adjusted to 199.5% of target after TSR review; 3/1/2024 grant earned at 200% based on 2024–2025 free cash flow performance.
• Footnotes of note:
  • F1: The 254,802 shares are the incremental portion of a 3/1/2023 PRSU grant that now vests at 199.5% (aggregate 510,884 shares after prior reporting).
  • F2: The 455,064 shares are from the 3/1/2024 PRSU grant earned at 200% of target.
  • F3: A separate transfer of 13,045 shares from the reporting person’s spouse to the reporting person occurred on 12/18/2025.
• Shares owned after transaction: Not specified in the information provided.

Context These transactions are vesting of performance-based RSUs (awards), not open-market purchases or sales. Award reporting shows $0.00 acquisition price because no cash changed hands at vesting—the shares were earned per grant terms. Such awards reflect compensation and performance outcomes rather than an executive buying or selling stock; they do not by themselves indicate a buy or sell signal.